ministrypart_posama2-ex0405.htm


    EXHIBIT
4.5

    


    AGREEMENT
OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

    


    


    AGREEMENT
OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the "Instrument") dated as of August
7, 2008, among Ministry Partners Investment Corporation, a corporation duly
organized and existing under the laws of the State of California, having its
principal office at 955 West Imperial Highway, Brea, California 92821 (the
"Company"), King Trust Company, N.A., a trust company duly organized and
existing under the laws of the United States of America, having its principal
corporate trust office at 8050 Spring Arbor Road, Spring Arbor, Michigan 49283
(the "Resigning Trustee"), and U.S. Bank National Association, duly organized
and existing under the laws of the United States of America having a corporate
trust office at 633 West Fifth Street, 24th Floor,
Los Angeles, California 90071, Attention: Corporate Trust Services (the
"Successor Trustee").

    


    RECITALS

    


    There are
presently issued and outstanding $35,541,426.29 of the Company's Alpha Class
Notes (the "Securities"), under the Alpha Class Notes Loan And Trust Agreement
dated as of April 20, 2005, as supplemented by a Supplemental Agreement Without
Consent of Holders to Loan and Trust Agreement dated June 22, 2007, (the
"Indenture") between the Company, the Resigning Trustee, and the holders of the
Securities (the "Holders").

    


    The
Resigning Trustee and the Company have agreed to the Resigning Trustee's
resignation as Trustee under the Indenture; the Company wishes to appoint the
Successor Trustee to succeed the Resigning Trustee as Trustee under the
Indenture; and the Successor Trustee wishes to accept appointment as Trustee
under the Indenture.

    


    NOW
THEREFORE, the Company, the Resigning Trustee and the Successor Trustee agree as
follows:

    


    ARTICLE
ONE

    THE
RESIGNING TRUSTEE

    


    Section
1.01. Pursuant to Section 7.01(b) of
the Indenture, the Resigning Trustee hereby gives notice to the Company of its
resignation as Trustee, effective as of the date of the due appointment of the
Successor Trustee by a Majority in Interest of the Holders as required by Section 7.01(b) of
the Indenture (the "Resignation Date"), and the Company hereby waives any
additional requirement as to notice under the Indenture.

    


    Section
1.02. The Resigning Trustee hereby represents and warrants to the Successor
Trustee (without having conducted any investigation or inquiry) that as of the
date hereof:

    


    (a)  To
the best knowledge of the trust officers of the Resigning Trustee (its
"Responsible Officers"), no "Event of Default" (as defined in the Indenture) and
no event which, after notice or lapse of time or both, would become an Event of
Default, has occurred and is continuing under the Indenture;

    


    (b)  No
covenant or condition contained in the Indenture has been waived by the
Resigning Trustee or, to the best knowledge of the Responsible Officers, by the
Holders of the percentage in aggregate principal amount of the Securities
required by the Indenture to effect any such waiver; and

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  To
the best knowledge of the Responsible Officers of the Resigning Trustee, there
is no action, suit, or proceeding pending or threatened against the Resigning
Trustee before any court or government authority arising out of any action or
omission by the Resigning Trustee as Trustee under the Indenture to which the
Trustee has been named as a party.

    


    Section
1.03. Promptly after the Resignation Date, the Resigning Trustee will furnish to
the Successor Trustee originals of all documents relating to the trust created
by the Indenture in its possession and all recorded information in its
possession relating to the administration and status thereof, provided that the
Resigning Trustee may retain copies thereof and provided further that the
Successor Trustee will make available to the Resigning Trustee as promptly as
practicable following the request of the Resigning Trustee any such original
documents which the Resigning Trustee may need to defend against any action,
suit, or proceeding instituted or threatened against the Resigning Trustee and
Trustee under the Indenture or which the Resigning Trustee may need for any
other proper purposes.

    


    Section
1.04. Effective as of the Resignation Date, the Resigning Trustee hereby
assigns, transfers, and delivers to the Successor Trustee as is and without
recourse all right, title, and interest of the Resigning Trustee in and to the
trusts under the Indenture and all the rights, powers, and duties of the Trustee
under the Indenture. The Resigning Trustee shall execute and deliver such
further instruments as the Successor Trustee may reasonably require so as to
more fully and certainly vest and confirm in the Successor Trustee all the
rights, trusts, and powers hereby assigned, transferred, and delivered to the
Successor Trustee, all at the expense of the Company.

    


    ARTICLE
TWO

    THE
COMPANY

    


    Section
2.01. The Company represents and warrants that the Officers' Certificates and
Opinion of Counsel have been prepared in accordance with the requirements of
Sections 3.11 and
3.12 of the Indenture.

    


    (a)  Annexed
hereto as Exhibit
A is a Certificate wherein the Secretary or Assistant Secretary of the
Company attests to the execution of this Instrument by the Company and certifies
that the Board of Directors or a duly authorized Committee thereof has approved
of and authorized (and such approval and authorization is in full force and
effect on the date hereof) certain officers of the Company to (a) accept the
Resigning Trustee's resignation as Trustee under the Indenture; (b) appoint the
Successor Trustee as Trustee under the Indenture; and (c) execute and deliver
such agreements and other instruments as may be necessary or desirable to
effectuate the succession of the Successor Trustee as Trustee under the
Indenture.

    


    (b)  Annexed
hereto as Exhibit
B is an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in the Indenture
relating to the resignation by Resigning Trustee and the appointment of and
acceptance by Successor Trustee have been complied with other than the due
appointment of the Successor Trustee by a Majority in Interest of the Holders as
required by Section
7.01(b) of the Indenture; and

    


    (c)  Annexed
here to as Exhibit
C is an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with other than the due
appointment of the Successor Trustee by a Majority in Interest of the Holders as
required by Section
7.01(b) of the Indenture.

    


    Section
2.02. The Company hereby accepts the resignation of the Resigning Trustee and
appoints the Successor Trustee as Trustee under the Indenture and confirms to
and vests in the Successor Trustee all rights, powers, trusts and duties of the
Trustee under the Indenture. The Company shall execute and deliver such further
instruments and shall do such other things as the Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in the
Successor Trustee all the rights, powers, trusts and duties hereby assigned,
transferred, delivered, and confirmed to the Successor Trustee.

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
2.03. Promptly after the execution and delivery of this Instrument, the Company
shall submit, substantially in the form annexed hereto marked Exhibit D, the
appointment and substitution of the Successor Trustee under the Indenture to the
Holders for their approval by a Majority in Interest of the Holders as required
under Section
7.01(b) of the Indenture.  Within one Business Day after
receipt of such approval, the Company shall deliver to the Resigning Trustee and
the Successor Trustee (a) an Officers' Certificate stating (i) the date upon
which the appointment and substitution of the Successor Trustee under the
Indenture has been duly approved by a Majority in Interest of the Holders, (ii)
that such date shall be deemed the "Resignation Date" under this Instrument, and
(iii) that, in the opinion of the signers, all conditions precedent, if any,
provided for in the Indenture relating to the due appointment of the Successor
Trustee by a Majority in Interest of the Holders have been complied with as of
such Resignation Date; and (b) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with
as of such Resignation Date. The Officer's Certificate and Opinion of Counsel
shall be prepared in accordance with the requirements of Sections 3.11 and
3.12 of the Indenture.

    


    Section
2.04. Within five Business Days after the Resignation Date, the Company shall
cause notice of the resignation of the Resigning Trustee and the due appointment
of the Successor Trustee by a Majority in Interest of the Holders to be mailed
by first-class mail, postage prepaid, to the Holders. Each notice shall include
the name of the Successor Trustee and the address of the Successor Trustee. For
the purposes of this Agreement, "Business Day" means any day except a Saturday
or Sunday or a day which is a federal or state designated legal
holiday.

    


    Section
2.05. The Company hereby represents and warrants to the Successor Trustee and
the Resigning Trustee that:

    


    (a)  It
is a duly incorporated and existing corporation in good standing under the laws
of the State of California and has full power to execute and deliver this
Instrument;

    


    (b)  This
Instrument has been duly and validly authorized, executed, and delivered by the
Company and constitutes a legal, valid, and binding obligation of the
Company;

    


    (c)  The
Securities have been duly registered under the Securities Act of 1933, as
amended, and such registration has become effective; the Indenture complies with
the Trust Indenture Act of 1939, as amended, and has been duly qualified
thereunder and is a legal, valid, and binding obligation of the
Company;

    


    (d)  The
Company has performed or fulfilled each covenant, agreement, and condition on
its part to be performed or fulfilled under the Indenture;

    


    (e)  No
event has occurred which is, or upon notice or passage of time, or both, would
become, an Event of Default under the Indenture;

    


    (f)  The
Company currently serves, and since the date of the Indenture has served, as the
exclusive paying agent and registrar for the Securities; and

    


    (g)  The
Company will continue to perform the obligations undertaken by it under the
Indenture.

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
THREE

    THE
SUCCESSOR TRUSTEE

    


    Section
3.01. The Successor Trustee hereby represents and warrants to the Resigning
Trustee and to the Company that the Successor Trustee is qualified and eligible
under Article
III of the Indenture and under the provisions of Section 310 of the
Trust Indenture Act of 1939, as amended, to act as Trustee under the
Indenture.

    


    Section
3.02. Effective as of the Resignation Date, the Successor Trustee hereby accepts
its appointment as Trustee under the Indenture and shall hereby be vested with
all the authority, rights, powers, trusts, immunities, duties, and obligations
of the Trustee under the Indenture and shall undertake any transfers,
assignments, deliveries, recordings, continuations, filings, and other steps
necessary to effectuate its appointment and duties as Trustee, all as
contemplated by Section
1.03.

    


    Section
3.03. Pursuant to Section 11.02 of the
Indenture, any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by the
Indenture to be made upon, given or furnished to, given, delivered or filed with
the Trustee by any Holder or by the Company shall be given in writing to the
Successor Trustee at 633 West Fifth Street, 24th Floor,
Los Angeles, California 90071, Attention: Corporate Trust Services.

    


    ARTICLE
FOUR

    MISCELLANEOUS

    


    Section
4.01. Except as otherwise expressly provided or unless the context otherwise
requires, all terms used herein which are defined in the Indenture shall have
the meanings assigned to them in the Indenture. Unless otherwise expressly
stated, each reference to a section or paragraph shall refer to the
corresponding section or paragraph of this Agreement.

    


    Section
4.02. This Instrument shall be binding and effective as of the date first above
written upon the execution and delivery hereof by each of the parties hereto.
The resignations, appointments, and acceptances effected hereby shall be
effective as of the close of business on the Resignation Date.

    


    Section
4.03. Notwithstanding the resignation of the Resigning Trustee effected hereby,
the Company shall remain obligated under the Indenture, including under Section 3.06 of the
Indenture, to compensate, reimburse, and indemnify the Resigning Trustee in
connection with its trusteeship and any agencies under the Indenture and any
related financing documents.

    


    Section
4.04. This Instrument shall be governed by and construed in accordance with the
laws of the State of California.

    


    Section
4.05. This Instrument may be executed in any number of counterparts each of
which shall be an original, but such counterparts shall together constitute one
and the same instrument.

    


    Section
4.06. There shall be no third-party beneficiaries of this
Instrument.

    


    Section
4.07. Effective as of the Resignation Date, this Instrument shall be deemed an
instrument of acceptance by a successor trustee duly appointed by a Majority in
Interest of the Holders in accordance with Section 7.01(b) of
the Indenture.

     

    


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereby have caused this Agreement of Resignation,
Appointment and Acceptance to be duly executed all as of the date and year first
above written.

    


    
      	 
      	MINISTRY
      PARTNERS INVESTMENT CORPORATION
	 
      	 	 
      
	 
      	 	 
      
	 
      	By: 	
              /s/ Billy M. Dodson

            
	 
      	 	Billy
      M. Dodson, President
	 	 	 
	 
      	 	 
      
	 
      	RESIGNING
      TRUSTEE
	 
      	KING
      TRUST COMPANY, N.A.
	 
      	 	 
      
	 
      	 	 
      
	 
      	By: 	
              /s/ Mark Olson      

            
	 	 	Mark
      Olson, President
	 
      	 	 
      
	 
      	 	 
      
	 
      	SUCCESSOR
      TRUSTEE
	 
      	U.S.
      BANK NATIONAL ASSOCIATION
	 
      	 	 
      
	 
      	 	 
      
	 
      	By:	
              /s/ Fonda Hall

            
	 
      	 	
              Fonda
      Hall, Vice President

            


    

     

     

    
      
         
5

      

      
         


        
          

        

      

      
         


      

    


    CERTIFICATE
OF THE ASSISTANT SECRETARY

    OF

    MINISTRY
PARTNERS INVESTMENT CORPORATION

    


    


    The undersigned, the Assistant
Secretary of Ministry Partners Investment Corporation (the "Company"), for the
purposes of supporting the resignation of King Trust Company, N.A. ("King
Trust"), as Trustee under the Loan and Trust Agreement effective April 20, 2005
by and between the Company, King Trust and the holders of the Alpha Class Notes
issued thereunder (the "Indenture"), hereby certifies that:

    


    1.           This
Certificate is being delivered in connection with the Company's notice and
delivery to King Trust of the Agreement of Resignation, Appointment and
Acceptance by and between the Company, King Trust, as Resigning Trustee, and
U.S. Bank National Association, as Successor Trustee, dated on even date
herewith (the "Resignation Agreement").  This Certificate is provided
pursuant to Section 3.11 and Section 3.12 in support of the Resignation
Agreement of the Indenture which provides for and effects the resignation of
King Trust as Trustee and the appointment of U.S. Bank National Association as
Successor Trustee under the Indenture.

    


    2.           The
execution of the Resignation Agreement has been duly approved and authorized by
the Company's board of directors, and such approval and authorization is in full
force and effect on the date hereof and as part of such approval and
authorization, the Company's board of directors has authorized the Company's
president, secretary, chief financial officer and assistant secretary to (a)
accept the King Trust's resignation as Trustee under the Indenture; (b) appoint
the Successor Trustee as Trustee under the Indenture; (c) execute and deliver
such agreements and other instruments and to file such documents with the
Securities and Exchange Commission as may be necessary or desirable to
effectuate the resignation of King Trust and the appointment of U.S. Bank as
Successor Trustee under the Indenture subject to the terms and conditions of the
Indenture in accordance with the terms and conditions of the Resignation
Agreement; and (d) solicit and obtain the approval of a Majority in Interest of
the Holders of the Alpha Class Notes.

    


    3.           Nothing
has come to the undersigned's attention which would cause the undersigned to
believe that any past activity or inactivity by King Trust in reliance on this
Certificate would be grossly negligent, negligent, not in good faith or
otherwise cause the Trustee not to be entitled to indemnification pursuant to
Section 3.06(c) of the Indenture.  The undersigned is making his
certificate on behalf of and intends it to be binding upon the
Company.

    


    IN WITNESS WHEREOF, this Certificate is
dated August 7, 2008.

     

     

     

    
      	 	
              /s/ Billy M.
      Dodson

              Billy
      M. Dodson

              Assistant
      Secretary

            


    

     

    
      

        
          
            
              EXHIBIT
A

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    CERTIFICATE
OF THE PRESIDENT

    OF

    MINISTRY
PARTNERS INVESTMENT CORPORATION

    


    


    The undersigned, the President of
Ministry Partners Investment Corporation (the "Company"), for the purposes of
supporting the resignation of King Trust Company, N.A. ("King Trust"), as
Trustee under the Loan and Trust Agreement effective April 20, 2005 by and
between the Company, King Trust and the holders of the Alpha Class Notes issued
thereunder (the "Indenture"), hereby certifies that:

    


    1.           This
Certificate is being delivered in connection with the Company's notice and
delivery to King Trust of the Agreement of Resignation, Appointment and
Acceptance by and between the Company, King Trust, as Resigning Trustee, and
U.S. Bank National Association, as Successor Trustee, dated on even date
herewith (the Resignation Agreement).  This Certificate is provided
pursuant to Section 3.11 and Section 3.12 of the Indenture in support of the
Resignation Agreement which provides for and effects the resignation of King
Trust as Trustee and the appointment of U.S. Bank National Association as
Successor Trustee under the Indenture.

    


    2.           In
the opinion of the undersigned, all conditions precedent, if any, provided for
in the Indenture relating to the resignation by Resigning Trustee and the
appointment of and acceptance by Successor Trustee have been complied with other
than the due appointment of the Successor Trustee after the approval thereof by
Majority in Interest of the Holders as required by Section 7.01(b) of
the Indenture.

    


    3.           Nothing
has come to the undersigned's attention which would cause the undersigned to
believe that any past activity or inactivity by King Trust in reliance on this
Certificate would be grossly negligent, negligent, not in good faith or
otherwise cause the Trustee not to be entitled to indemnification pursuant to
Section 3.06(c) of the Indenture.  The undersigned is making his
certificate on behalf of and intends it to be binding upon the
Company.

    


    IN WITNESS WHEREOF, this Certificate is
dated August 7, 2008.

    


    


    


    
       

      
        	 	
                /s/ Billy M.
      Dodson

                Billy
      M. Dodson

                President

              


      

    

     

    
      


      
        
          
            
              EXHIBIT
B

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      
 

    

    August 7,
2008

    


    


    King
Trust Company, N.A.

    8050
Spring Arbor Road

    P.O. Box
580

    Spring
Arbor, Michigan 49283

     

     

    
      	 	Re:	
              Ministry
      Partners Investment Corporation

              Alpha Class Notes Indenture

              Trustee
Resignation

            


    

     

    Ladies
and Gentlemen:

    


    We are delivering this letter to you on
behalf of Ministry Partners Investment Corporation (the "Company") in connection
with the resignation of King Trust Company, N.A. ("King Trust") as Trustee under
the Loan and Trust Agreement effective April 20, 2005 by and between the
Company, you as Trustee, and the Holders of the Alpha Class Notes issued
thereunder (the "Indenture").  King Trust will resign as Trustee under
the Indenture, pursuant to the Agreement of Resignation Appointment and
Acceptance by and between the Company, King Trust and U.S. Bank National
Association as Successor Trustee (the "Resignation Agreement").

    


    This letter is to serve as our opinion
within the meaning of Article III, Section 3.11(b)
and Section 3.12 of the Indenture.  This letter is delivered to
and may be relied upon by you pursuant to the Trust Indenture Act of 1939 (the
"TIA"), including Sections 3.14(a)(4) and
3.14(c) thereof.

    


    We have examined such documents,
certificates, orders and proceedings and made such investigation as we deemed
necessary to or appropriate in order to give our opinions herein.  The
nature and scope of our examination and investigation upon which our opinions
herein are based includes our review of (a) the current Articles of
Incorporation and Bylaws of the Company, (b) the resolutions of the Board of
Directors authorizing the Company's execution and delivery of the Resignation
Agreement, (c) the Resignation Agreement, (d) the procedures and practices
employed by the Company in issuing Notes under the Indenture and maintaining its
books and records with respect thereto, (e) the Indenture, including the
exhibits thereto and the conditions precedent to the resignation of the Trustee
and the appointment of a Successor Trustee, (f) the Company's Form S-1/A and
Schedule 14(c) Information Statement filings with the U.S. Securities and
Exchange Commission, and (g) the Consent Procedure by which the Consents
obtained from the Holders of the Alpha Class Notes constituting a Majority in
Interest approving the Resignation Agreement were obtained.  In our
opinion, our foregoing examinations and investigation is sufficient to enable us
to express informed opinions herein.

     

     

    
      
        
          EXHIBIT
C-1

        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    It is our opinion that all such
conditions precedent have been complied with other than the due appointment of
the Successor Trustee by a Majority in Interest of the Holders as required by
Section 7.01(b)
of the Indenture.

    


    We have provided legal consultation to
the Company as referenced in the Certificate of President and the Certificate of
the Assistant Secretary of even date herewith.

    


    Nothing has come to our attention which
would cause us to believe that any action or inaction by King Trust, including
its execution and delivery of the Resignation Agreement and performance
thereunder, in reliance on this letter would be grossly negligent, negligent,
not in good faith or otherwise cause you not to be entitled to indemnification
pursuant to Section
3.06(c) of the Indenture or under the Resignation Agreement.

    
 

    
 

    
/s/ Bruce J.
Rushall                                                            


    BRUCE J.
RUSHALL

    For the
Firm of

    Rushall
& McGeever, APC

    
 

    
 


    
      
        
          EXHIBIT
C-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    CONSENT
FORM

    


    


    Please fill in
box(es) as shown using black or blue ink or number 2
pencil.   :

    PLEASE
DO NOT USE FINE POINT PENS.

    


    


    To avoid
the additional expense of further solicitation, we strongly urge you to review,
complete and return your Consent Form as soon as possible. Your vote is
important regardless of the number or amount of Alpha Class Notes you own. If
you return your Consent Form via facsimile or e-mail, you do not need to return
your Consent Form by other means.

    


    THIS
CONSENT FORM IS VALID ONLY WHEN SIGNED AND DATED.

    


    THE
BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:

    


    
      	 
      	 
      	
              FOR

            	 
      	
              AGAINST

            	 
      	
              ABSTAIN

            
	
              To
      approve the admission of U.S. Bank National Association as Successor
      Trustee under the Indenture for the Alpha Class Notes in accordance with
      the terms and conditions of the Supplemental Agreement.

            	 
      	
               

              o

            	 
      	
               

              o

            	 
      	
               

              o

            


    

    


    By dating
and executing this Consent Form, you are voting each Alpha Class Note owned by
you on the Record Date, August 1, 2008, as you have selected above.

    


    


    PLEASE
SIGN AND DATE BELOW

    


     

    
      
        	Date: 	August ____,
    2008
	 	 
	By: 	
                 

              
	 	Please use name as it appears
      on your Note
	 	 
	 	Print
  Name


      

       

      
        EXHIBIT
D